IBERIABANK CORPORATION Acquisition of Gibraltar Private Bank & - PowerPoint PPT Presentation

IBERIABANK CORPORATION Acquisition of Gibraltar Private Bank & Trust, Co. October 19, 2017

Safe Harbor And Non-GAAP Financial Measures Caution About Forward-Looking Statements To the extent that statements in this communication relate to future plans, projections, objectives, financial results or performance of IBKC, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumption s and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. In addition, such forward -looking statements include statements about the projected impact and benefits of the transaction involving IBKC and Gibraltar, including future financial and operating results, IBKC’s plans, objectives, expectations and intentions, and other statements that are not historical facts, along with certain financial metrics and assumptions about future performance. including GAAP EPS accretion, tangible book value per share earn-back period and dilution, internal rate of return, synergy assumptions, estimated future pre-tax expenses, sizing of equity issuances, purchase accounting, tax rate, intangibles, pro forma capital ratios and pro forma balance sheet and income statement. IBKC’s actual s trategies, results and financial condition in future periods may differ materially from those currently expected due to various risks and uncertainties. Forward looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Consequently, no forward-looking statement can be guaranteed. Except to the extent required by applicable law or regulation, IBKC undertakes no obligation to revise or update publicly any forward-looking statement for any reason. In addition to the factors previously disclosed in IBKC’s filings with the SEC, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the possibility that regulatory and other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or conditions; changes in the anticipated timing for closing the transaction; difficulties and delays in integrating IBKC’s and Gibraltar’s businesses or fully realizi ng projected cost savings and other projected benefits of the transaction; business disruption during the pendency of or following the transaction; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; diversion of management time on transaction-related issues; reputational risks and the reaction of customers and counterparties to the transaction; and changes in asset quality and credit risk as a result of the transaction. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. 2

Safe Harbor And Non-GAAP Financial Measures Important Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving IBKC, IBERIABANK and Gibraltar. In connection with the proposed merger, IBKC intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Gibraltar and a prospectus of IBKC. IBKC also plans to file other documents with the SEC regarding the proposed merger transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Gibraltar’s shareholders seeking any required shareholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and securityholders of Gibraltar are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. These documents, as well as other filings containing information about IBKC and Gibraltar, will be available without charge at the SEC’s website at http://www.sec.gov. Alternatively, these d ocuments, when available, can be obtained without charge from IBKC’s website at http://www.iberiabank.com. IBKC and Gibraltar, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Gibraltar in respect of the proposed merger transaction. Information regarding the directors and executive officers of IBKC is contained in IBKC’s Annual Report on Form 10-K for the year ended December 31, 2016 and its Proxy Statement on Schedule 14A, as filed with the SEC on April 7, 2017. Information regarding the directors and executive officers of Gibraltar who may be deemed participants in the solicitation of the shareholders of Gibraltar in connection with the proposed transaction will be included in the proxy statement/prospectus for Gibraltar’s special meeting of shareholders, which will be filed by IBKC with the SEC. Additional information regarding the i nterests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. . 3

Transaction Rationale • Miami is rapidly consolidating from a community bank perspective and dominated by large banks, with over 90% of local share • $1.6 billion asset Miami franchise with in-market consolidation opportunities in six of eight locations (five of six branch locations in Florida) Compelling • Operating leverage driven by significant franchise consolidation Strategic • Ability to further solidify Miami, MSA presence, moving IBKC to $9.7 billion in total deposits Rationale in Florida, with the 11 th ranked deposit share in the Miami, MSA and 13 th in the state and an opportunity to enter the New York, NY market • Private Banking and wealth focus will enable IBERIABANK to increase assets under management by over 30% • Accretive to our GAAP EPS in 2019 and 2020 • Minimal dilution to tangible book value per share (“TBVPS”) Financially • TBVPS earnback of less than two years (cross-over method 1 ) Attractive • IRR over 20% - well in excess of our cost of capital • Net Present Value of the cost savings is greater than total consideration • Comprehensive due diligence conducted • Gibraltar’s previous regulatory issues have been resolved • Low Risk Strong credit and excellent asset quality • IBERIABANK has extensive experience integrating acquisitions and familiarity with the market (1) Crossover method earn-back compares pro forma projected tangible book value per share 4 to standalone projected tangible book value per share.

Key Transaction Terms • Tax-free, stock-for-stock exchange • Fixed exchange ratio of 1.9749 shares of IBERIABANK common stock Consideration for each Gibraltar Private Bank & Trust, Co. (“ Gibraltar") share within price collars and floating exchange ratios outside collars (1) • $223 million for total equity (2) outstanding based on IBERIABANK Corporation’s closing common share price of $80.15 on October 19, 2017 Deal Value • $158.29 per Gibraltar common share outstanding (2) • Estimated $5 million in cash liquidation value of all options outstanding (3) Shareholders’ Aggregate Value Equity (2) Including Options (3) Valuation • Price / Tangible Book: 156% 159% Multiples • Price / 2019 Earnings (4) : 9.9x 10.1x • Gibraltar shareholder approval Required Approvals • Customary regulatory approvals • Expected closing in first quarter of 2018 Timing Notes: The agreement provides for a fixed exchange ratio with pricing collars that fix the value received by Gibraltar’s shareholders if the weighted average trading price of (1) IBERIABANK Corporation’s common stock were to decline below $70.13 per share, or exceed $94.88 per share, over a specified period. (2) No exercise of stock options outstanding. (3) Assumes all stock options outstanding are cashed out at consummation. (4) Full year 2019 incremental earnings from Gibraltar acquisition including synergies 5